Contrarian Corpus
activist letter proxy fight
2022-05-09 · 6 pages

LivePerson, Inc. LPSN

N 4 Narrative
V 3 Visual
C 3 Craft
Original source ↗

The three reasons

  1. 1

    Founder-CEO LoCascio has lowest Glassdoor approval among peers; toxic culture rewards loyalty over performance

  2. 2

    Severe executive churn: 3 CFOs, 3 heads of tech, 4 sales leader changes in 5 years

  3. 3

    Board 13yr avg tenure, no lead independent director, no member has served on another U.S. public board

Primary demands

  • Reconstitute the Board with new, independent, highly qualified directors
  • Elect Starboard's nominated director slate at the 2022 Annual Meeting
  • Separate the combined CEO and Board Chair roles held by founder Rob LoCascio
  • Appoint a lead independent director
  • Increase Board diversity (gender and underrepresented communities)
  • Improve accountability, governance practices, and focus on core business

KPIs cited

CEO Glassdoor approval rating
14% below Proxy Peer group average; lowest in peer group
Employee 'recommend to a friend' rating
LivePerson ranks dead last among Proxy Peers
Female representation on Board
14% vs. 30% Proxy Peer average (~2x below peers)
Underrepresented communities on Board
14% vs. 30% Proxy Peer average (~2x below peers)
Average Board tenure
13 years
Executive turnover
3 CFOs, 3 heads of technology, 4 sales leader changes in past 5 years
Insider stock sales (2020-2021)
Directors and officers sold nearly $40 million of stock
Insider open-market purchases (past 3 years)
Zero
Share price decline post Q4 2021 earnings
Down 26% next day; over 70% from peak
Starboard ownership stake
Approximately 9.7% of outstanding shares

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (5)

Notes

Stockholder letter filed as DFAN14A exhibit during Starboard's proxy fight at LivePerson's 2022 Annual Meeting. Unusual for an activist letter in that the central argument is corporate culture and governance rather than financial/operational mispricing — heavily sourced from anonymous Glassdoor reviews (multiple long verbatim excerpts) and a 2006 gender-discrimination lawsuit (Cash v. LivePerson). Page 3 has an Executive Officer Turnover grid (photos of 3 CFOs, 3 CTOs, 3 heads of sales). Page 4 has paired peer-gap bar charts on board diversity (14% vs 30%). Signed by Peter Feld. Valuation/financial thesis is referenced as existing in prior materials but not quantified here; follow-up materials promised.